Methods and investment instruments for performing tax-deferred real estate exchanges

ABSTRACT

Methods and investment instruments for investing in real estate are described wherein a portfolio of investment real estate is divided into a plurality of tenant-in-common deeds of predetermined denominations, and which are subject to a master agreement and master lease to form “deedshares.” Holders of the deedshares receive a guaranteed income stream from the master lease and yearly depreciation, without having to maintain or manage the real estate. The holders of deedshares are subject, under the master agreement, to a mechanism that enables the master tenant to purchase, or arrange for the purchase of the deedshares at fair market value (or some other calculable value) at the end of a specified term. Because the deedshares qualify as interests in investment real estate, they are eligible for tax-deferred treatment under §1031 of the Internal Revenue Code.

CROSS-REFERENCE TO RELATED APPLICATIONS

This is a continuation of co-pending application Ser. No. 13/430,544filed Mar. 26, 2012, which application is a continuation of applicationSer. No. 13/083,134 filed Apr. 8, 2011, now U.S. Pat. No. 8,145,559,which application is a continuation of application Ser. No. 12/539,752filed Aug. 12, 2009, now U.S. Pat. No. 7,925,572, which application is acontinuation of application Ser. No. 09/956,372 filed Sep. 17, 2001, nowabandoned, which application is a continuation of application Ser. No.09/205,633 filed Dec. 3, 1998, now U.S. Pat. No. 6,292,788.

FIELD OF THE INVENTION

The present invention relates generally to methods and investmentinstruments for performing tax-deferred real estate transactions, andmore particularly to methods and instruments for performing tax-deferredexchanges of investment real estate under 26 U.S.C. §1031.

BACKGROUND OF THE INVENTION

As the population of America ages, the investment concerns of Americansare changing. Mature investors desire investments that provide a safe,steady income stream. Such investors also generally desire liquidity, sothat their investment interests can easily be sold or rearranged.Additionally, investors generally do not want to actively manage theirinvestments.

Mature investors also may have numerous concerns related to inheritance.For example, most mature investors would like their investments to bedivisible, so that they may be easily divided among heirs. Additionally,these investors may want their estates to be able to sell part of theirinvestment holdings to pay estate taxes.

Investment real estate has difficulties meeting many of these desires.Generally, small to mid-sized real estate holdings require activemanagement to return a steady income. Furthermore, if an investordivides the title to a small real estate holding, such as a store, or asingle building, the pieces generally have less value than the whole andare difficult, expensive and time-consuming to sell. Many of theforegoing concerns affect investors of all age groups, particularly inview of the challenging lifestyles of most modern American workers andprofessionals.

Despite the foregoing difficulties, however, a large amount of money iscurrently invested in real estate that is either income-producing orheld for investment. In 1996, for example, the total value of commercialreal estate in the United States was estimated at approximately fourtrillion dollars. Much of this real estate (approximately $2.75 trillionin 1996) was privately owned and held by individuals and corporations. Asizable fraction of these holdings are owned by small to mid-sized realestate investors (i.e., those having holdings between $500,000 and $10million).

Such small to mid-sized real estate owners can sell their real estateand put their earnings into investments such as high grade bonds or bondfunds, which provide the kind of liquidity, and relatively safe andsteady income that many investors desire. Unfortunately, sellinginvestment real estate or commercial real estate that has appreciated invalue may result in severe tax consequences. For example, a propertythat was originally purchased many years ago for $50,000, and sold for$450,000, has a taxable gain of $400,000. Under the current tax code, asmuch as 28% of this gain (or $112,000), is payable as federal tax.

Title 26, Section 1031 of the Internal Revenue Code (hereinafter “IRC§1031”) permits deferral of the taxes on investment real estate byreinvesting in other investment real estate, subject to severalconditions. Thus, for example, the owner of a small store could use a“1031 exchange” to defer taxes when he or she sells the store andreinvests the proceeds in an apartment building. To receive all of thebenefits from an IRC §1031 exchange, the new property (the “replacementproperty”) must have both value and debt that are equal to or greaterthan the value and debt of property being sold (the “relinquishedproperty”).

Thus, if the relinquished property was sold for $450,000, and wassubject to a $100,000 mortgage, the replacement property must bepurchased for at least $450,000, and must be subject to at least$100,000 in debt. If the value or debt of the replacement property isless than that of the relinquished property, taxes are payable on thedifference, known as “boot”.

IRC §1031 also imposes certain time limits for completion of thetransaction. Once the relinquished property has changed ownership, theowner of the exchanged property (the “exchanger”) has 45 days toidentify replacement property choosing either the three-property or the200% rule, and a total of 180 days to close on the replacementproperties. If these time limits are not met, the transaction is notdeemed to be an “exchange,” and gains from the sale are subject totaxation. Additionally, the exchanger cannot exercise control, eitherdirect or indirect, over the proceeds of the sale of the first property.For this reason, IRC §1031 exchanges generally are handled by a thirdparty, a so-called “qualified intermediary,” who sells the relinquishedproperty on behalf of the exchanger, holds the proceeds of the sale,acquires the replacement property that has been designated by theexchanger, and transfers title to the replacement property to theexchanger.

IRC §1031 exchanges help in meeting the concerns of many investors bypermitting a tax-deferred exchange. For most owners of high-maintenanceinvestment or commercial real estate, or investment real estate withouta safe, steady income stream, however, it is difficult to locate anacceptable replacement property requiring less active management andthat produces a more steady income stream. Also, because the investmentis still in real estate, other concerns of investors, such as liquidityand divisibility are not addressed by the availability of IRC §1031exchanges. Furthermore, many attempted IRC §1031 exchanges fail, withdevastating tax consequences, due to difficulties in identifying andclosing on suitable replacement properties within the time limitsimposed by the statute.

Numerous attempts have been made to provide real estate investments thatare transferable, have a steady income stream, require low managementeffort, and are divisible. One way of gaining these benefits is byinvesting in a real estate investment trust (a “REIT”). A REIT is acompany that buys, sells, manages, and develops real estate or realestate mortgages on behalf of its investors. Shares in a REIT may bepurchased, or (for some REITs) acquired indirectly in exchange forproperty, as described below. These shares are often publicly traded onmajor exchanges, and have characteristics similar to the characteristicsof shares in any other company. For example, the shares are easy toliquidate, and often provide a reasonably steady stream of incomethrough dividends.

A real estate investor goes through a two-step process if he or sheseeks to use a REIT to take advantage of a tax-exempt transaction.First, the investor contributes the real estate property to apartnership owned by the REIT. Next, at such time as the investor electsto liquidate his or her interest, he or she exchanges the partnershipinterest for REIT shares. The second exchange is a taxable exchange andthe investor may not utilize IRC §1031 to acquire other real estate in atax exempt transaction. Once the investor completes the first step theonly option the investor has is to acquire REIT shares in a taxabletransaction.

Basically, shares in a REIT are simply shares in a company—not a deededownership interest in specific commercial or investment real estate.Thus, individual shareholders in a REIT may not be able to exert muchcontrol over the size or investment quality of the holdings of the REITover a long term. Also, the market value of the REIT shares mayfluctuate differently than the market value of the assets owned by theREIT. In addition, an IRC §1031 exchange cannot be used to defer thetaxes on an exchange of investment property for shares in a REIT. REITstherefore do not provide a way to convert an interest in real estateinto an investment with more desirable characteristics without incurringsignificant market risk and tax consequences.

Another way of spreading the risk and management burden of a real estateinvestment is to join a group of investors to purchase real estate astenants-in-common. In arrangements of this sort, each of thetenants-in-common typically receives an undivided part interest in thereal estate that is the subject of the transaction, in proportion to theamount of his or her investment. The tenants-in-common also enter intoan agreement providing for exercise of joint control over the property,and for sharing the maintenance and management costs.

While the foregoing approach may provide a steady income stream from areal estate investment with certain favorable attributes, sucharrangements have several disadvantages. First, it may not be easy toliquidate an undivided part interest in real estate due to the specificnature of the underlying assets. Additionally, depending on the numberof investors involved and the nature of the agreement under whichcontrol is exercised over the property, such an arrangement may bedeemed by the Internal Revenue Service to constitute a partnership.Since IRC §1031 specifically excludes exchanges of interests inpartnerships, it is not possible to do a tax deferred exchange into thistype of arrangement.

In view of the foregoing, it would be desirable to provide methods ofinvesting in real estate that provide safety, a steady income stream,divisibility, ready liquidity, and no involvement in management of theproperty.

It would further be desirable to provide an investment instrument andmethods for exchanging investment or commercial real estate that providesafety, a steady income stream, divisibility, ready liquidity, and noinvolvement in management of the property, and that meet therequirements of IRC §1031, thereby enabling a tax-deferred exchange.

It still further would be desirable to provide an investment thatpermits substantial tax-deferral benefits, that may be readilyalienated, and that provides a steady and relatively low risk return.

It even further would be desirable to provide a system for implementingmethods that enable investors to realize substantial tax-deferredbenefits in accordance with IRC §1031.

SUMMARY OF THE INVENTION

It is an object of the present invention to provide methods and aninvestment instrument for investing in real estate that provide safety,a steady income stream, divisibility, ready liquidity, and noinvolvement in management of the property.

It is another object of this invention to provide investment instrumentsand methods for exchanging investment or commercial real estate for aninterest in investment in specific real estate that provide safety, asteady income stream, divisibility, ready liquidity, and no involvementin management of the property, and that meet the requirements of IRC§1031.

It is a further object of the present invention to provide an investmentthat permits substantial tax-deferral benefits, that may be readilyalienated, and that provides a steady and relatively low risk return.

It is a still further object of the present invention to provide asystem for implementing methods that enable investors to realizesubstantial tax-deferred benefits in accordance with IRC §1031.

These and other objects of the present invention are achieved bycreating a new type of investment instrument, a “deedshare,” thatrepresents both a tenant-in-common interest in real estate, and providesthe divisibility and liquidity of a traditional security, such as abond. Deedshares created in accordance with the principles of thepresent invention preferably are available in predetermineddenominations, provide a guaranteed steady income stream, are readilytransferable, readily alienated, and are suitable for identification asreplacement property under IRC §1031. The deedshares may be encumberedby a mortgage, as required by the particular needs of an individualinvestor, so as to comply with the debt provisions of IRC §1031. Becausedeedshares are a direct interest in investment real estate, and thetenant-in-common owners of the real estate do not exercise significantcontrol, and thus are not deemed partners, investors may use IRC §1031to perform tax-deferred exchanges.

In accordance with the methods of the present invention, a series ofsteps are involved in creating and managing this new type of real estateinvestment. First, real property having a preselected total value ispurchased and aggregated, and may consist of a number of commercial realestate parcels. The aggregated properties are then made subject to atleast one master agreement. Title to the property is then divided intotenant-in-common deeds of at least one pre-determined denomination. Themaster agreements include a provision by which the tenant-in-commondeeds may be “reaggregated” after a specified interval, so that theproperty may be disposed of. The tenant-in-common deeds, subject tomaster agreements configured in accordance with the methods of thepresent invention, are referred to herein as “deedshares.”

In a preferred embodiment, the master agreements include a master lease,under which the property is leased to a master tenant, who manages theproperty. During the term of the master lease, the deedshare holdersreceive a steady, guaranteed income stream from the master tenant,similar to the income one might expect from a high grade bond, e.g., abond having an AA rating or better. This guaranteed steady income streamalso provides a high degree of liquidity. The deedshare holders alsoobtain favorable tax treatment by being allocated their proportionateshare of depreciation so long as they own a deedshare.

At the end of the interval specified in the master lease, the deedsharesare subject to a put/call arrangement, whereby the individual owners ofdeedshares have a right and an obligation to sell their deedshares tothe master tenant or some third-party, receiving fair market value fortheir deedshares. This serves to reaggregate title to the property underthe master tenant. The former deedshare holders may, subject to IRC§1031 guidelines and prior to the reaggregation of the property,exchange the deedshares for deedshares having a later maturity date, orfor other investment real estate, through another tax-deferred IRC §1031exchange.

A system of implementing the deedshares and methods of the presentinvention is also provided for use with a computer system, which enableautomated tracking of various items of information relating to the realestate portfolio, master agreement, and investors.

BRIEF DESCRIPTION OF THE DRAWINGS

The above and other objects and advantages of the present invention willbe apparent upon consideration of the following detailed description,taken in conjunction with the accompanying drawings, in which:

FIG. 1 illustrates a prior art IRC §1031 exchange conducted through aqualified intermediary;

FIG. 2 shows the structure of the new real estate investment methods andinvestment instrument of the present invention;

FIG. 3 depicts an illustrative embodiment of an investment instrument ofthe present invention;

FIGS. 4A-C illustrate steps taken by each party to an IRC §1031 exchangeperformed in accordance with a preferred embodiment of the presentinvention;

FIG. 5 shows an IRC §1031 exchange used for tax-deferred exchange ofinvestment property for “deedshares” in accordance with the principlesof the present invention;

FIG. 6 is a flowchart of an IRC §1031 exchange in which investmentproperty is exchanged for deedshares;

FIG. 7 depicts an illustrative computer database structure forimplementing the methods and investment instrument of the presentinvention; and

FIG. 8 shows an illustrative computer system and network for executing adatabase application implementing the methods and investment instrumentof the present invention.

DETAILED DESCRIPTION OF THE INVENTION

Referring to FIG. 1, a previously known tax-deferred exchange accordingto IRC §1031 (Title 26, United States Code Section 1031) is described.Exchanger 10, who wishes to exchange investment real property A,provides a third party, typically qualified intermediary 12, with thedeed to property A. Qualified intermediary 12 then transfers theproperty to buyer 14 in exchange for money. Once the property istransferred to buyer 14, IRC §1031 specifies that exchanger 10 has 45days to designate replacement properties, and 180 days to close on anyreplacement properties for the transaction to be considered an“exchange.” Exchanger 10 designates replacement investment real propertyB, owned by owner 16. Qualified intermediary 12 then acquiresreplacement property B from owner 16 and transfers replacement propertyB to exchanger 10 and money to owner 16. Exchanger 10 must obtain amortgage replacement on property B in an amount at least equal to theamount of any mortgages on relinquished property A.

In designating replacement properties under IRC §1031, exchanger 10 mayidentify up to 3 potential properties to serve as replacements. Morethan three replacement properties may be identified, as long as theaggregate value of all of the designated properties adds up to no morethan twice the value of the relinquished property.

IRC §1031 also requires that when the exchange is complete, the valueand debt of the replacement property must both be greater than or equalto the value and debt of the relinquished property. If the replacementproperty has a lower value, or is subject to a smaller mortgage than therelinquished property, the boot is taxable. This rule ensures that taxesare paid on any money that is taken out of the investment real estateduring the exchange.

Qualified intermediary 12 is used to perform the exchange, because ifexchanger 10 exercises control over the money acquired from buyer 14,the entire transaction may not be viewed as an exchange of property, andthe proceeds of the sale of the relinquished property may be taxable. Itshould also be noted that tax-deferred exchanges under IRC §1031 alsorequire that the exchanger intend to hold the replacement property forproductive use in a trade or business or for investment.

IRC §1031 also sets out certain exceptions. One important exception isthat interests in a partnership are not subject to tax-deferredexchanges. Other exceptions include beneficial interests, and propertyheld primarily for sale.

Problems with identifying and closing on replacement properties withinthe required time limits cause many attempted §1031 exchanges to fail,with substantial negative tax consequences to the property owner who wasattempting the exchange. In addition, because §1031 exchanges simplytrade the relinquished property for the replacement property, it isdifficult to use a §1031 exchange to acquire an investment interest withdiversity, divisibility, high liquidity, or guaranteed returns.

To address these difficulties with IRC §1031 exchanges, the applicantshave developed new methods, and investment instruments especially suitedfor performing real estate exchanges. In accordance with the principlesof the present invention, this new investment instrument provides anexchanger with a direct interest (i.e. not a beneficial interest orpartnership interest) in real estate, so that a tax-deferred exchangeunder IRC §1031 may be used to trade into the new investment. The newinvestment also is easy to identify as a replacement property and toclose on, so that there are no difficulties in completing thetransaction within the time limits specified in IRC §1031. Additionally,the investment created in accordance with the present inventionpreferably provides guaranteed returns, a steady income stream,diversity, divisibility, and liquidity.

Referring now to FIG. 2, the structure and operation of a preferredembodiment of the investment methods and investment instrument of thepresent invention are described. First, a number of commercialproperties are identified and acquired to form a real estate portfolio20, a process referred to herein as “aggregation.” Because a largenumber of quality properties are selected for the portfolio, theaggregate value of the portfolio may be quite high, e.g., several tensof millions of dollars. This in turn makes the portfolio an attractiveinvestment opportunity, and enables a resale market to be readilyestablished.

Real estate portfolio 20, illustratively comprising real estate having atotal value of $100 million, then is subjected to a master agreement,described hereinbelow, and divided into deedshares 22 having of a singleor multiple specified denominations. In FIG. 2, each of deedshares 22illustratively has a specified denomination of $100,000 per deed share,so that the $100 million value of real estate portfolio 20 is dividedinto one thousand $100,000 deedshares 22.

Each of deedshares 22 is a tenant-in-common deed to a proportional(0.1%) undivided part interest in real estate portfolio 20. As aninterest in real property, each deedshare 22 may be subjected to aseparate mortgage in whatever amount is required to meet the needs of aparticular investor, thus enabling the transaction to comply with thedebt provisions of IRC §1031. In accordance with the principles of thepresent invention, and to provide desirable characteristics such asliquidity and guaranteed income, each of deedshares 22 is createdsubject to master agreement 24, which preferably includes a masterlease, as described hereinafter.

Master agreement 24 comprises an agreement that ensures that all ofdeedshares 22 can be reaggregated after a specified interval, e.g., 10years, so that real estate portfolio 10 may be disposed of, and theproceeds distributed to the holders of deedshares 22. This mechanismprovides a way to get invested money back out of real estate portfolio20 without requiring that the holders of deedshares 22 exercise controlover their individual ownership interests, thereby avoiding theattributes of a partnership.

In a preferred embodiment, the agreement to reaggregate the propertyinterests of deedshares 22 may be achieved by building a put/callmechanism in the deedshare, whereby each of the individual owners ofdeedshares 22 has a right and an obligation to sell deedshares 22 to aspecified buyer (e.g., the entity holding the master lease) at fairmarket value. Other types of agreements also may be used for thispurpose. For example, master agreement 24 may include an exclusive salesprovision, giving a specified real estate broker the exclusive right tosell real estate portfolio 20 after the specified time. Generally, anyagreement whereby ownership of deedshares 22 is conditioned upon anagreement to sell the deedshares, at a specified time (or maturitydate), or under specified conditions, is expected to accomplish the goalof reaggregating the tenant-in-common interests represented bydeedshares 22 into a unified title in real estate portfolio 20.

Master agreement 24 preferably comprises provisions that prevent holdersof deedshares 22 from providing common services with respect to realestate portfolio 20, from entering into joint venture activities withrespect to real estate portfolio 20 with fellow owners of deedshares 22,from establishing a common trade name in relation to their holdings ofdeedshares 22, and from commingling or establishing joint financialarrangements with respect to real estate portfolio 20 with other ownersof deedshares 22. These provisions are intended to prevent owners ofdeedshares 22 from acquiring the attributes of a partnership, whichmight otherwise make deedshares 22 ineligible for tax-deferred treatmentunder IRC §1031.

For the foregoing reason, master agreement 24 preferably also includesno provisions that require joint management activity on the part ofowners of deedshares 22. For example, the owners of deedshares 22 shouldnot be required (or permitted) to vote on the sale of real estateportfolio 20.

In a preferred embodiment, master agreement 24 comprises a master lease,whereby a master tenant is placed over the properties in real estateportfolio 20. The master tenant agrees to pay rent to the owner ofportfolio 20, including the individual holders of deedshares 22, over aspecified term. The master tenant also is given the right to subleasethe real estate, and is responsible for paying the taxes, upkeep,maintenance, and insurance on the leased property.

The credit rating of the master tenant plays a role in ensuring that theholders of deedshares 22 receive a guaranteed income stream from therent paid by the master tenant. Preferably, the master tenant is acommercial entity having at least an AA credit rating or better.Alternatively, a master tenant having a credit rating less than AA maybe employed, in which case the master tenant may be “credit enhanced” bymaking a payment to a third party to guarantee any shortfall between therate of return guaranteed in the deedshare and the actual income fromthe property.

Applicants believe that by providing a guaranteed income stream over aspecified term, the investment instrument and methods of the presentinvention will make the investment value of deedshares 22 comparable tothat of high quality commercial bonds. Accordingly, it should bepossible to establish a market in this type of investment instrument,thus making deedshares 22 easy to liquidate. It is expected, forexample, that it should be possible to buy or sell deedshares 22 in thesame manner that bonds or shares of mutual funds currently are traded.

Master agreement 24 also may contain other provisions relating to themaster tenant. For example, the put/call provisions preferably specifythe master tenant as the entity to which deedshares 22 are sold at theend of the specified time. Additionally, it is possible to adjust theprofit made by the master tenant on this sale by adjusting the term ofthe master lease and the specified time during which deedshares 22 areheld to maturity.

For example, if the master lease is for a term of 15 years, butdeedshares 22 call for title to the real estate portfolio to bereaggregated after 10 years, then the fair market value of real estateportfolio 20 will be influenced by the encumbrance of the additionalfive year term of the lease. Accordingly, the master tenant will be ableto purchase real estate portfolio 20 back from the holders of deedshares22 at a favorable price, thus encouraging the funding of sucharrangements.

As will be understood by one skilled in the banking and investment arts,the size of real estate portfolio 20 may be selected to suit the needsof the prospective pools of investors. Additionally, the denominationsof deedshares 22 may be selected at any suitable value, and real estateportfolio may include several classes of deedshares, each class having adifferent predetermined denomination. The terms of master agreement 24also may be varied, depending on the nature and growth objectives ofreal estate portfolio 20 and the needs of prospective investors.

Referring to FIG. 3, an example deedshare is shown. As discussed above,deedshare 25 comprises a tenant-in-common part interest in the property.Deedshare 25 has predetermined denomination 26 ($100,000 in this case),that determines the share of an overall real estate portfolio that isrepresented by deedshare 25. Deedshare 25 also includes master agreement27, that includes provision 27 a for reaggregating title to the propertyin the real estate portfolio after a specified interval. In a preferredembodiment, this is accomplished through use of a put/call provision, asexplained above.

In a preferred embodiment of deedshare 25, master agreement 27 alsocomprises provision 27 b, which prevents holders of the deedshares fromexercising control over the property interest represented by deedshare25, so that the deedshare holders may not be deemed to be a partnership,as explained above. A preferred embodiment of deedshare 25 is alsoencumbered by master lease 28, whereby the real estate interestrepresented by deedshare 25 is leased for a specified term to a mastertenant in exchange for rent paid to the owners of the real estate,including the holder of deedshare 25.

Master lease 28 preferably includes sublease provision 28 a, permittingthe master tenant to sublease the real estate, maintenance provision 28b, requiring the master tenant to maintain the real estate, insuranceprovision 28 c, requiring the master tenant to insure the real estate,and tax provision 28 d, requiring the master tenant to pay taxes on thereal estate. The master lease also may include guaranteed rent provision28 e, designating that the master tenant pay a predetermined guaranteedincome to the holder of deedshare 25, and credit rating provision 28 f,requiring that the master tenant have a minimum credit rating of AA.Additionally, master lease 25 may contain extended term provision 28 g,designating that the master lease extends beyond the term of the masteragreement, affecting the fair market value of the property, as discussedabove.

Referring now to FIGS. 4A-C, the steps taken by various parties inaccordance with a preferred embodiment of the methods of the presentinvention are described. In FIG. 4A, the steps taken by the seller ofthe deedshares, who may be the master tenant, are shown. First, at step30, the seller purchases and aggregates a real estate portfolio having apredetermined value, e.g., $100 million.

In step 31, the real estate portfolio is encumbered with a masteragreement and master lease for a specified interval, e.g., 10 years. Themaster agreement includes a mechanism, discussed hereinabove, toreaggregate title from the holders of the deedshares to enable the realestate portfolio to be disposed of at the end of the term of the masteragreement. In step 32, title to the real estate in the portfolio isdivided into tenant-in-common deeds having a predetermined denomination,e.g., 1000 deeds each having a $100,000 value, creating “deedshares.”Finally, at step 33, the seller sells the deedshares to the public,either directly, or through qualified intermediaries via IRC §1031exchanges.

FIG. 4B shows the steps taken by the master tenant, starting withentering into the master lease, at step 40. During the term of themaster lease, several steps are taken. At step 41, the master tenantpays monthly rent on the lease to the deedshare holders (co-tenants).The master tenant then subleases the property (typically at a profit) toone or more subtenants at step 42. In steps 43 and 44, the master tenantmaintains the property, and pays the taxes and insurance on theproperty. When the term of the deedshare has expired, at step 45, themaster tenant exercises his call to purchase the deedshares from theindividual deedshare holders at a calculable value, such as fair marketvalue.

FIG. 4C shows the steps taken by a deedshare holder. At step 50, thedeedshares are purchased from the seller, either directly, or through aqualified intermediary as part of an IRC §1031 exchange, as described ingreater detail hereinbelow. During the term of the deedshares, thedeedshare holder receives guaranteed monthly income from the rent paidby the master tenant (step 51). During the term of the deedshares, eachdeedshare holder is permitted to depreciate the deedshare holder's taxbasis in any improvements on the property for tax-accounting purposes(step 52). At the end of the term, at step 53, the deedshare holderexercises his put to force the master tenant to purchase the deedsharesat fair market value. Prior to the end of the term of the master lease,a deedshare owner may freely alienate title to the deedshare.

It should be noted that in this preferred embodiment, if neither the putnor the call are exercised, the master tenant continues to pay rent tothe deedshare holder to the end of the term of the master lease, and thedeedshare holder continues to collect monthly income from the property,and yearly depreciation. Also, as discussed hereinabove with referenceto FIG. 2, numerous modifications may be made to this arrangement. Thesemodifications may include changing the size of the real estateportfolio, the denominations of the deedshares, the term of the masterlease, the term of the deedshares before the put/call may be exercised,the terms of the master agreement, and the mechanism by which title tothe real estate portfolio may be reaggregated.

Referring now to FIG. 5, the method of the present invention isdescribed in the context of an IRC §1031 exchange. Since deedsharesrepresent an interest in investment property, and the master agreementis designed to insure that the tenants-in-common do not acquire theattributes of a partnership, the deedshares are subject to tax-deferredtreatment under IRC §1031.

Exchanger 60 of investment real property A provides qualifiedintermediary 62 with the deed to relinquished property A. Qualifiedintermediary 62 then transfers title to property A to buyer 64 inexchange for money. In accordance with the principles of the presentinvention, seller 66 of replacement property B encumbers property B witha master agreement, leases property B to a master tenant, and dividestitle in property B into tenant-in-common interests having predetermineddenominations, to create deedshares.

Seller 66 then conveys an appropriate value of deedshares to qualifiedintermediary 62. Exchanger 60 identifies the deedshares of the presentinvention as the replacement property for the exchange and obtains amortgage commitment in an amount at least equal to the mortgage onrelinquished property A. Once the purchase of the deedshares “closes”,qualified intermediary 62 transfers the deedshares to exchanger 60,thereby completing the exchange.

Applicants expect that there will be a ready market for deedshares,because there should be no difficulty identifying deedshares or closingon the identified deedshares within the time limits specified in IRC§1031. Moreover, applicants expect that by acquiring multiple deedshares(perhaps of different denominations) it will be easy to meet or exceedthe value of the exchanged real estate using deedshares as thereplacement property. Because the deedshares of the present inventionrepresent an interest in real estate, they may be held subject to amortgage, so the debt on the exchanged real estate also can be matchedor exceeded, as required by IRC §1031.

During the remaining portion of the specified term of the deedshares,exchanger 60 collects an income stream from his deedshares from mastertenant 68, and may depreciate his interest in improvements on thereplacement property B. When the deedshares reach maturity, or whenexchanger 60 decides to sell his deedshares, they may be sold for money,incurring tax liability at that time, or they may be exchanged for otherdeedshares or for other investment real estate through a furthertax-deferred exchange under IRC §1031.

A flowchart showing the individual steps in the process for performingan IRC §1031 exchange of investment real estate for deedshares is shownin FIG. 6. At step 70, the exchanger (i.e., exchanger 60 of FIG. 5)transfers the deed to the relinquished property to a qualifiedintermediary. Next, at step 71, the qualified intermediary sells therelinquished property to a buyer, in exchange for money. Any mortgage onthe relinquished property is paid from the proceeds of the sale. At thispoint, IRC §1031 specifies that the exchanger has 45 days to identifyreplacement property, and 180 days to close on the replacement property.

In step 72, the exchanger identifies deedshares, as describedhereinabove, to the qualified intermediary as the replacement property.To avoid boot, the identified deedshares must have denominations thatadd up to a value at least equal to the value of the relinquishedproperty, and must be subject to mortgages that will add up to a valueat least equal to the value of the mortgage on the relinquishedproperty. In step 73, the qualified intermediary purchases thedeedshares from a deedshare seller, closing the deal within the 180 daytime limit specified in IRC §1031. Finally, in step 74, the qualifiedintermediary transfers the deedshares, subject to the appropriatemortgages, to the exchanger.

Referring now to FIG. 7, an illustrative implementation of theinvestment instrument and methods of the present invention is described.In FIG. 7, the properties and investors (deedshare holders) are trackedusing a database application executed on a computer system. Database 80contains four inter-related sets of tables—property tables 82, investortables 84, master tenant table 86, and mortgage tables 88.

Each one of property tables 82 contains a list of properties associatedwith a single real estate portfolio that has been divided intodeedshares, as described hereinabove. Each property in the listpreferably includes information such as the name and address of theproperty, the type of property, the current income associated with theproperty, and the fair market value (as of last appraisal) of theproperty. Each property table, for example, may include information suchas the total value of the properties in the table (real estateportfolio), the total number and denominations of outstanding deedshareson the properties in the table, and the date at which the deedsharesbecome subject to the put/call under the master agreement. In addition,each one of property tables 82 may be associated with a master tenant inmaster tenant table 86.

Each one of property tables 82 is also associated with one of investortables 84. Each investor table 84 preferably contains a list of all ofthe investors who hold deedshares in a particular real estate portfolio.For each investor, the database may include information such as the nameand address of the investor, the number and denominations of deedsharesheld, the fair market value of the portion of the property associatedwith the deedshares (as of the last appraisal of the property), and theincome provided to the investor based on the deedshares.

Master tenant table 86 may be a single table containing a list of themaster tenants associated with each of the real estate portfolios. Foreach master tenant, database 80 preferably contains information such asthe name and address of the master tenant, the credit rating of themaster tenant (and any enhancement needed), and the rent paid by themaster tenant under the master agreement. Alternatively, the identity ofthe master tenant, and related information, may be combined intoproperty tables 82.

Mortgage tables 88 contain a list of the debt encumbering eachinvestor's relinquished property and the debt associated with thedeedshares held by each investor. This information may be used inconjunction with the information in property tables 82 to help investorsassure that they obtain a sufficient mortgage on deedshares to complywith IRC §1031, and to assure lenders of the appropriate loan-to-valueratio which warrants the mortgage needed by investors.

Database 80 may be used to generate reports required by applicablesecurities laws, as well as reports on the value of each real estateportfolio, the rental income due to each deedshare holder, certaininformation required by deedshare holders to complete their income taxreturns, or any other useful compilation of the data contained indatabase 80. Additionally, database 80 may be linked to other databases(either directly or through a network, such as the Internet), such asthe databases kept by master tenants, to keep track of subleases andmaintenance.

Pertinent information from database 80 may be made available toinvestors. The data in database 80 also may be made available toqualified intermediaries, to be used in identifying which deedshares ofvarious real estate portfolios best match the needs of potentialinvestors for IRC §1031 exchanges, or for identifying potential mastertenants or subtenants.

It will be evident to one skilled in the art that there are otherpossible arrangements for the data in database 80. For example, theinvestor and property tables each may be organized as one large table,with each entry in the investor table having links to one or more of theentries in the properties table, and each entry in the properties tablehaving links to one or more entries in the investor table. Also, theinvestor table may be replaced with a deedshare table, listing thedeedshares in each of the real estate portfolios, wherein each deedshareentry contains information on an investor. Additionally, the informationcontained in each table may be varied. For example, each entry in theinvestors table may contain additional information on the investor, suchas age, current income (for tax purposes), and information on otherproperties and investments held by the investor.

Referring to FIG. 8, an illustrative computer system and network forexecuting and accessing the database of FIG. 7 is shown. Computer system90 is a database server that executes the database describedhereinabove. Computer system 90 includes CPU 91, which executesinstructions that implement a database server application, and massstorage 92, preferably a RAID array, on which the data that forms thedatabase is stored. Computer system 90 also preferably includes networkinterface 93 so that the database may be accessed through othercomputers on a local area network.

Computer system 90 also preferably includes communication device 94,which may comprise a telephone modem, a cable modem, an ADSL modem, orany other device capable of communicating data between a computer and awide area network. Communication device 94 is used to connect computersystem 90 to a wide area network, preferably the Internet. Thisconnection permits users at remote locations to access data in thedatabase on computer system 90. These users may include deedsharebrokers, qualified intermediaries, master tenants, deedshare owners, orothers who are entitled to access the information in the database. Toprevent unauthorized access to data, computer system 90 preferablyexecutes security software as well as the database server application.

Computer system 90 is preferably connected to a local area network,having multiple client computers 95, each of which may be used to accessthe database on computer system 90. Additionally, printer 96, which maybe used for printing database reports or for printing certificatesrepresentative of deedshares, is connected to the local area network.Alternatively, printer 96 may be connected directly to computer system90.

Although preferred illustrative embodiments of the present invention aredescribed above, it will be evident to one skilled in the art thatvarious changes and modifications may be made without departing from theinvention. It is intended in the appended claims to cover all suchchanges and modifications that fall within the true spirit and scope ofthe invention.

What is claimed is:
 1. A system for managing a plurality of investmentinstruments adapted for performing tax deferred exchanges of realproperties comprising: at least one database having: property relateddatabase entries containing information associated with at least onereal property, wherein title for the at least one real property has beendivided into a plurality of part interests, each one of the plurality ofpart interests subject to a master agreement and a reaggregationprovision; and investor database entries containing informationassociated with holders of the plurality of part interests in the atleast one real property; a report generator for generating at least oneof a report required by securities laws, a report on the value of the atleast one real property, a report of rental income due to each of theholders of the plurality of part interests in the at least one realproperty and a report of information required by said holders forreporting income tax; a communication device coupled to a network forallowing remote access to the at least one database.
 2. The system ofclaim 1 wherein the property related database entries comprise a nameand an address of the at least one real property, a current income levelassociated with the at least one real property and a most recent fairmarket value of the at least one real property.
 3. The system of claim 1wherein the investor related database entries comprise a name andaddress of each holder of the plurality of part interests in the atleast one real property, a most recent fair market value of eachholder's part interest and a current level of income provided to eachholder.
 4. The system of claim 1 further comprising mortgage relateddatabase entries containing information associated with mortgageindebtedness of each holder of the plurality of part interests in the atleast one real property.
 5. The system of claim 1 further comprisingdatabase entries containing information associated with the masteragreement.
 6. The system of claim 5 wherein the master agreement is amaster lease, and the database entries containing information associatedwith the master agreement include database entries containinginformation associated with a master tenant.
 7. The system of claim 6,wherein the database entries containing information associated with amaster tenant comprise a name and address of the master tenant, a creditrating of the master tenant, and a value of rent paid by the mastertenant.
 8. The system of claim 7 wherein the database includes propertyrelated database entries containing information associated with aplurality of real properties and further includes database entriescontaining information associated with a plurality of master tenants,each master tenant being associated with a corresponding real property.9. The system of claim 1 wherein the part interests comprisetenant-in-common deeds.
 10. A computer implemented method of creatingreal estate investment instruments adapted for performing tax-deferredexchanges comprising: creating a real estate portfolio comprising atleast one real property; storing information associated with each realproperty in the portfolio in a computer database; encumbering each realproperty in the real estate portfolio with a master agreement; recordingthe master agreement with a public recording office; dividing title inthe real estate portfolio into a plurality of part interests, each ofthe part interests subject to a provision in the master agreement forreaggregating the plurality of part interests; selling the partinterests to a plurality of investors; storing information associatedwith each of the plurality of investors in the computer database;recording the part interests with the public recording office.
 11. Thecomputer implemented method of claim 10 wherein each of the partinterests is a deedshare comprising a tenant-in-common deed to a portionof the real estate portfolio.
 12. The computer implemented method ofclaim 11 wherein the deedshares have at least one predetermineddenomination.
 13. The computer implemented method of claim 11 whereineach deedshare is subject to a provision in the master agreement forreaggregating the plurality of tenant-in-common deeds after a specifiedinterval.
 14. The computer implemented method of claim 10 whereinencumbering each property in the real estate portfolio with a masteragreement further comprises encumbering each property with a masterlease to a master tenant who pays rent to holders of the part interests.15. The computer implemented method of claim 14 wherein creating theplurality of part interests further comprises structuring the provisionto include a put provision that allows holders of the part interests toforce the master tenant to purchase their part interests at a calculablevalue and a call provision that allows the master tenant to forceholders of the part interests to sell their part interests to the mastertenant at a calculable value.
 16. The computer implemented method ofclaim 14 wherein encumbering each property in the real estate portfoliowith a master agreement further comprises including a sublease provisionin the master lease enabling the master tenant to sublease the property.